Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 7.01, 9.01 · 8-K

FULLER H B CO

Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Notes Offering H.B. Fuller Company (the “Company”) today commenced an offering of $950 million aggregate principal amount of new senior unsecured notes due 2034 (the “Notes”), subject to market and other customary conditions, in a private offering (the “Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (…

Filed Oct 6, 2026Accepted Oct 6, 2026, 8:01 AM EDTCIK 39368Accession 0001437749-26-032108
Share

Company context

Current securities

Recent company filings

  1. Other EventsOct 9, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 28, 2026
  3. 10-Q filingSep 24, 2026
  4. Results of Operations and Financial ConditionSep 24, 2026
  5. 4 filingSep 1, 2026

Registered securities in this filing

H.B. Fuller Company · 8-K · Filed 2026-10-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $1.00

Symbol
FUL
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: d20268K

Dimensions: Not supplied

Accession 000143774926032108 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. Notes Offering H.B. Fuller Company (the “Company”) today commenced an offering of $950 million aggregate principal amount of new senior unsecured notes due 2034 (the “Notes”), subject to market and other customary conditions, in a private offering (the “Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the proceeds from the Notes Offering, together with other available cash and borrowings, to fund the purchase price for the acquisition (the “Acquisition”) of Advanced Medical Solutions Group plc (“AMS”) and any related fees and expenses, including certain AMS net debt and other balance sheet items, to repay other borrowings under the Company’s Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as may be amended from time to time, to fund the repayment or redemption of the Company’s 4.000% notes due February 15, 2027, and for other general corporate purposes. If the Acquisition is not consummated on or before June 25, 2027 (as such date may be extended but not beyond the first anniversary of the issue date of the Notes) (the “Outside Date”) or the Company notifies the trustee stating that it has determined that the Co-operation Agreement that the Company entered into on June 25, 2026 with AMS and H.B. Fuller Medical Adhesive Technologies Inc. has been terminated and the Acquisition will not occur on or before the Outside Date, then the Company will be required to redeem $450 million of the Notes at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest from the issue date of the Notes to, but excluding, the redemption date. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. Combined Financial Information In connection with the Notes Offering, the Company provided potential investors with certain unaudited pro forma financial information of the Company and AMS (the “pro forma financial information”). The financial information in respect of the Company presented in the pro forma financial information for the twelve-month period ended August 29, 2026 has been prepared by combining financial information for the year ended November 29, 2025 with financial information for the nine months ended August 29, 2026 and subtracting financial information for the nine months ended August 30, 2025. The financial information in respect of AMS presented in the pro forma financial information for the twelve-month period ended June 30, 2026 has been prepared by combining financial information for the year ended December 31, 2025 with financial information for the six months ended June 30, 2026 and subtracting financial information for the six months ended June 30, 2025. Historical results are not necessarily indicative of future operating results and financial position, and the Company’s results for the nine months ended August 29, 2026 and AMS’s results for the six months ended June 30, 2026 are not necessarily indicative of the results that can be expected for the year ending November 28, 2026 and December 31, 2026, respectively. The pro forma financial information has not prepared in accordance with Article 11 of Regulation S-X. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 2 Safe Harbor for Forward-Looking Statements: Certain statements in this Form 8-K may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act, including those regarding the pending offering of the Notes, the anticipated use of proceeds and the Company’s financial results after the Acquisition. These statements are subject to various risks and uncertainties, including but not limited to the following: whether the offering of Notes will be completed, whether the Company will be able to satisfy the conditions required to close the sale of the Notes, the fact that the Company’s management will have broad discretion in the use of the proceeds from any sale of the Notes, whether the Acquisition will be consummated, whether the Company’s financial results after giving effect to the Acquisition will align with its expectations, and other risks and uncertainties can be found in the “Risk Factors” section of the Company’s Form 10-K filings, and any updates to the risk factors in its Form 10-Q and 8-K filings with the Securities and Exchange Commission, but there may be other risks and uncertainties that the Company is unable to identify at this time or that the Company does not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake to update or revise any forward-looking statements, except as required by law.

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.